Terms of Use
Introduction
Serp, operated by AllHeart Web Inc.
(Corporation ID: 13176487, Business Number: 788359107),
provides cybersecurity services as outlined in these terms and conditions.
Effective Date: September 8, 2023
1.
Acceptance of Terms
Welcome to pinglak.com, operated by AllHeart Web Inc. By using the cybersecurity services offered by pinglak.com, you agree to the following terms of use ("Agreement"). This Agreement constitutes a legally binding contract between you and pinglak.com. We strongly recommend that you carefully read and understand these terms before utilizing our cybersecurity services.
2.
Use of Services
2.1
Scope
This Agreement encompasses your utilization of pinglak.com's comprehensive cybersecurity services, which include, but are not limited to, threat intelligence, automated brand protection, due diligence services, and market research, as elaborated on our official website.
2.2
Ownership
All cybersecurity services and associated intellectual property are the exclusive property of pinglak.com.
3.
License Grants
3.1
Limited License
pinglak.com hereby grants you a limited, non-exclusive, revocable license to access and utilize our cybersecurity services in strict accordance with the terms stipulated in this Agreement.
3.2
Prohibited Activities
You expressly agree not to employ our services in any manner that contravenes this Agreement or applicable laws.
4.
Term and Termination
4.1
Effective Date
This Agreement takes effect upon your initial use of our services and shall continue to be in effect until such time as it may be lawfully terminated.
4.2
Termination
pinglak.com reserves the right to terminate this Agreement or restrict your access to our cybersecurity services at its sole discretion, particularly if you are found to be in breach of any provisions of this Agreement.
5.
Privacy
Your utilization of our services is also subject to our Privacy Policy, which is available for review on our official website. We urge you to carefully examine our Privacy Policy to gain a comprehensive understanding of how we collect, utilize, and safeguard your data.
6.
Disclaimer
Our cybersecurity services are offered on an "as is" basis, and we disclaim any warranties or guarantees related to their performance. pinglak.com shall not be held liable for any damages resulting from the use of our services.
7.
Contact Information
If you have inquiries, concerns, or require further information about this Agreement, please do not hesitate to contact us at the following address.
Address: AllHeart Web Inc. 6660 Kennedy Rd, Suite 201 & 205 Mississauga, ON L5T 2M9
Email: [email protected]
Fees, Payments, & Taxes
1.
Fee Structure: The fees associated with specific permitted uses and license grants are outlined in the corresponding, duly executed License and Use Exhibit.
2.
Acceptance of Purchase Orders: All Purchase Order Forms are subject to formal acceptance by pinglak.com, which will be communicated in writing.
3.
Non-Refundable and Non-Cancelable: Please be aware that all orders for services are considered non-cancelable, and any fees paid for such services are non-refundable.
4.
Price Adjustments: pinglak.com retains the right to adjust prices at its discretion. The fees for services and license grants as stipulated in this Agreement do not include any taxes. It is the sole responsibility of the Customer to address any tax liabilities arising from the payment of fees, unless specifically exempted.
5.
Payment Terms: The complete invoice amount is due for payment within five (5) days from the date of the invoice, or as otherwise formally approved in writing by pinglak.com. In cases of overdue payments, pinglak.com reserves the right to impose interest at an annual rate of 18%, along with reasonable attorney fees and collection costs, or the maximum amount permissible under applicable law, whichever is lower. pinglak.com may, at its discretion, adjust the Customer's credit terms, request financial documentation for credit verification, require a bank guarantee or other form of security, or suspend any outstanding Purchase Order Forms.
6.
Application of Payments: pinglak.com may allocate payments to any of the Customer's accounts. In the event of a default on any payment under this Agreement, pinglak.com reserves the right to reschedule or cancel any pending deliveries and declare all outstanding invoices immediately due and payable.
7.
Credit Expiry: Unless otherwise mandated by applicable law, any credit issued by pinglak.com to the Customer will expire if unused within twelve (12) months from the date of issuance.
8.
Taxes: All quoted prices are exclusive of applicable sales, use, and other related taxes. Taxes that are legally required to be collected from the Customer will be invoiced by pinglak.com, itemized by type and jurisdiction.
9.
Entity Size and Fee Adjustments: The fee structure outlined herein or in any Purchase Order Form takes into account factors such as the size of the licensing entity. In the event of an increase in the employee count of the licensing entity by more than twenty percent (20%), the licenses granted under this Agreement will become ineffective. Both parties will then engage in negotiations to revise the pricing structure. In situations involving mergers, acquisitions, or any other structural changes that result in common control, employee counts from all entities will be aggregated for fee calculation purposes. Separate license agreements will continue to govern fees for products licensed prior to the structural change.
Invoice Disputes
1.
Dispute Notification Period: The Customer is granted a period of thirty (30) days from the date of the invoice to submit written notification to pinglak.com regarding any disputes related to that specific invoice. To ensure a comprehensive review, the dispute should include detailed supporting documentation.
2.
Waiver of Dispute Rights: Failure on the part of the Customer to notify pinglak.com of an invoice dispute within the stipulated thirty (30) day period shall be considered a waiver of the Customer's right to dispute the invoice in question. Consequently, the invoice will be regarded as accurate and valid.
Trademarks
1.
General Statements: Both parties may make general statements to acknowledge the existence of this Agreement.
2.
Limited Rights for pinglak.com: The Customer grants pinglak.com a limited right to use the Customer's logos and trademarks solely in marketing and promotional materials that are directly related to this Agreement.
3.
Limited Rights for Customer: Similarly, pinglak.com is granted a limited right to use its logos and trademarks in its marketing and promotional materials directly related to this Agreement. This includes, but is not limited to, use on pinglak.com's website.
Indemnification
1.
Scope of Indemnification: The Customer agrees to defend, indemnify, and hold harmless pinglak.com, along with its affiliates, officers, directors, employees, agents, representatives, information providers, and licensors, from and against all claims, costs, losses, damages, judgments, and expenses, including but not limited to reasonable attorney's fees.
2.
Grounds for Indemnification: The indemnification obligations set forth herein shall arise out of or relate to: a. Customer’s use of the Data, Services, or Parsed Data; b. Any violation of this Agreement by the Customer; c. Any usage of pinglak.com’s Data, Services, or Parsed Data by any third party accessing these resources through the Customer's credentials, software, computers, or systems.
3.
Binding Effect: This indemnification clause shall be binding upon the Customer and shall inure to the benefit of pinglak.com, its affiliates, officers, directors, employees, agents, representatives, information providers, and licensors.
Warranties and Disclaimers
1.
Basis of Service
1.1
The Customer acknowledges and agrees that pinglak.com provides its Services on an "as is" and "as available" basis.
1.2
The Customer expressly consents to use the Services at their own risk.
2.
Warranty Disclaimer
2.1
To the maximum extent allowed by applicable law, pinglak.com expressly disclaims all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
3.
Specific Exclusions
3.1
That the Data, Services, or Parsed Data will meet the Customer's requirements or be accurate, complete, reliable, or free from errors.
3.2
That the Services will be perpetually available, uninterrupted, timely, or secure.
3.3
That any service defects will be rectified or that the Services will be devoid of viruses, "worms," "trojan horses," or other detrimental elements.
3.4
The availability, reliability, or quality of any products discussed or referenced in the Services.
3.5
Any warranty inferred from the course of dealing or usage of trade.
3.6
That the Services do not infringe upon any rights.
4.
Assumption of Risk
4.1
The Customer agrees that any content downloaded or otherwise acquired through the use of the Services is obtained at the Customer's own discretion and risk.
4.2
The Customer will be solely responsible for any damage to their computer system or loss of data resulting from the use of the Services.
5.
Jurisdictional Limitations
5.1
Some jurisdictions do not permit the exclusion of implied warranties; therefore, the aforementioned exclusions may not be applicable to the Customer.
5.2
The Customer may also possess other rights that differ depending on the jurisdiction.
Limitation of Liability
1.
General Scope: In no event shall pinglak.com, its affiliates, its suppliers, or any of their officers, directors, employees, agents, representatives, information providers, or licensors be liable for any consequential, incidental, direct, indirect, special, punitive, or other damages.
2.
Types of Damages: The aforementioned liability limitation covers damages including, but not limited to, loss of business profits, business interruption, loss of business information, or other pecuniary loss.
3.
Use of Services and Data: These limitations apply to damages arising out of the use or inability to use the pinglak.com Data, Services, or Parsed Data.
4.
Advised Possibility: This limitation applies even if pinglak.com has been advised of the possibility of such damages.
5.
Monetary Cap on Liability: Not with standing any provisions herein to the contrary, pinglak.com's cumulative liability to the Customer for any and all claims relating to this Agreement and/or the use of the pinglak.com Data, Services, and Parsed Data shall not exceed the total amount paid by the Customer to pinglak.com for the Services during the three (3) month period preceding the claim.
Termination of Service
These provisions govern the termination of your access to and use of the Service provided by pinglak.com.
1.
Suspension or Termination: We reserve the right to terminate or interrupt your subscription to the service at any time, with or without prior warning, for any reason including, but not limited to, violations of these Terms. Upon termination, your right to use the Service will cease immediately.
2.
Termination by Customer: Customers may terminate this Agreement by discontinuing the use of the Data, Services, and pinglak.com Properties provided by . Not with standing any contrary provisions, retains the right to terminate this Agreement, Customer accounts, or discontinue the Services for any reason and at any time at its sole discretion. Upon termination, Customers must immediately cease using the Services, delete all Data and pinglak.com Properties, and settle any outstanding amounts due.
3.
Usage of Profane Language: Usage of profane language, whether through chat, email, or any other communication medium, will result in immediate termination of the Service.
4.
Survival of Provisions: Upon termination, all provisions of these Terms that, by their nature, should survive, will continue to be in effect. This includes ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
5.
Account Termination: If you wish to terminate your account, you may do so by discontinuing the use of the Service. Upon termination, your right to use the Service will immediately cease.
6.
Cancellation Process: You can cancel your account by contacting us via email and providing the necessary credentials to validate your request. Please note that upon cancellation, all your content will be permanently deleted from our system and cannot be recovered.
7.
Account Suspension and Abuse: We reserve the right to suspend or terminate your account for any reason, including abuse (verbal, physical, written, or threats) towards our customers or employees. Additionally, excessive bandwidth usage may lead to the immediate disabling of your account.
8.
Outstanding Amounts: Upon notice of termination, any amounts due for the current term of the contract will become immediately due and payable.
Breach of Agreement
1.
Automatic Termination: This Agreement will terminate automatically if the Customer fails to comply with the terms of this Agreement.
2.
Consequence of Termination: Upon termination of this Agreement, all rights and licenses granted herein shall immediately cease to be effective.
3.
Obligations Upon Termination: Customer shall immediately delete or remove any and all proprietary information of pinglak.com in its possession or control. This includes but is not limited to Services, Data, and pinglak.com Properties.
Governing Law & Dispute Resolution
1.
Governing Law: This Agreement shall be governed by the laws of the State of Ontario, Canada, excluding its conflict of laws provisions.
2.
Arbitration: Any dispute or controversy arising under or in connection with this Agreement shall be resolved through binding arbitration.
The arbitration shall be conducted in accordance with the commercial rules of the American Arbitration Association then in effect.
3.
Court Jurisdiction: Judgment upon the award of the arbitrator may be entered in any court having jurisdiction over the matter.
4.
Consistency with Agreement: Any determination made by the arbitrator shall be consistent with the provisions set forth in this Agreement.
5.
Attorney’s Fees: In any litigation or arbitration proceeding concerning this Agreement or the use of pinglak.com's Services, the prevailing party will be entitled to recover reasonable attorneys' fees.
Entire Agreement; No Third-party Beneficiary; Severability
1.
Entire Agreement
1.1
This Agreement constitutes the entire agreement between Customer and pinglak.com concerning the Data, Services, and Parsed Data detailed herein.
1.2
This Agreement supersedes any prior or contemporaneous representations, understandings, agreements, or communications between Customer and pinglak.com regarding the same subjects.
2.
Amendments
2.1
This Agreement may only be amended by a written document executed by both Customer and pinglak.com that specifically references this Agreement and the provisions to be amended.
2.2
Not with standing the above, pinglak.com may unilaterally amend this Agreement at its sole discretion.
2.3
In the event that an amendment materially affects the rights of the Customer, pinglak.com shall provide conspicuous notice via its website and/or email.
2.4
Continued use of the Services after such an amendment will constitute the Customer's acknowledgment and acceptance of said amendment.
3.
No Third-party Beneficiary
3.1
No third party is intended to be a beneficiary of this Agreement, nor shall they have any remedy, claim, liability, reimbursement, cause of action, or other right or privilege arising from this Agreement.
4.
Severability
4.1
If any provision of this Agreement is held to be unenforceable, such provision will be severed, and the remaining provisions will continue to be enforceable to the fullest extent permitted by law.
Confidentiality
1.
Scope of Confidential Information: If the Customer receives any information from pinglak.com marked as “Confidential” and/or “Proprietary,” the Customer agrees to use such information only in performance of this Agreement.
2.
Treatment of Confidential Information: Customer shall treat such confidential information with the same level of care as it treats its own confidential information, but in no event less than reasonable care.
3.
Exceptions
The obligation to keep information confidential does not apply to information that:
3.1
Has been disclosed in publicly available sources.
3.2
Is disclosed in publicly available sources through no fault of the Customer.
3.3
Is in the rightful possession of the Customer without an obligation of confidentiality.
3.4
Is required to be disclosed by law, provided that the Customer provides pinglak.com with prior written notice, thereby allowing pinglak.com an opportunity to contest such disclosure.
4.
Duration of Confidentiality Obligation: Except as otherwise specified, the obligation to not disclose confidential information shall remain in effect for a period of three (3) years following the disclosure of such confidential information.
Severability
1.
General Principle: The Customer agrees that if any one or more provisions of this Agreement (or any parts thereof, including provisions in a Purchase Order Form) are found to be invalid, illegal, or unenforceable, such finding shall not affect the validity, legality, or enforceability of the remaining provisions of the Agreement.
2.
Reformation of Unenforceable Provisions: If any provision of this Agreement is held to be excessively broad, whether in terms of duration, geographical scope, activity, or subject, the Customer agrees that such provision will be modified, limited, and reduced to make it enforceable to the maximum extent compatible with applicable law.
Headings
1.
Purpose: All headings, titles, and captions (collectively referred to as "Headings") contained in this Agreement are inserted for convenience and ease of reference only.
2.
No Legal Effect: Headings do not define, limit, extend, or describe the scope or extent of such section or any provision herein.
3.
Interpretation: No Heading shall affect the interpretation or construction of any provision of this Agreement.
Compliance with Laws
1.
General Compliance: Both parties agree to observe and comply with all applicable local, state, national, and international laws, rules, and regulations in the performance of their respective obligations under this Agreement.
2.
Anti-Corruption: Specifically, both parties shall adhere to all anti-corruption laws applicable to their operations and business practices, including but not limited to the United States Foreign Corrupt Practices Act.
3.
Import and Export Regulations: Both parties shall also comply with all applicable laws and regulations governing the import or export of products, services, or technology, as relevant to their obligations under this Agreement.
4.
Representations and Warranties: Each party represents and warrants that it is in compliance with, and shall remain in compliance throughout the term of this Agreement, with all applicable laws, rules, and regulations.
5.
Breach and Consequences: A breach of this "Compliance with Laws" section by either party shall be considered a material breach of this Agreement and shall entitle the non-breaching party to terminate this Agreement in accordance with the "Breach of Agreement" section.
Independent Contractors
1.
Nature of Relationship: The parties to this Agreement are independent contractors. Both parties acknowledge and agree that nothing in this Agreement shall be construed as establishing a joint venture, agency, franchise, or partnership between them.
2.
No Authority to Bind: Neither party has the authority to bind the other or to incur any obligation on its behalf, and neither party shall represent to the contrary, either expressly, implicitly, or otherwise, except as specifically stated in this Agreement.
3.
Representations and Warranties: Except for any representations and warranties expressly made in this Agreement, neither party is authorized to make any representations or warranties on behalf of the other.
4.
Liability: Each party shall be solely responsible for its actions and omissions, including but not limited to compliance with all applicable laws, rules, and regulations.
Treatment of Personal Data
1.
Privacy Policy: pinglak.com's Privacy Policy, as available at Privacy Policy Link, is incorporated into this Agreement by reference.
2.
GDPR Compliance: To the extent that Customer is a Controller of Personal Data as defined by the General Data Protection Regulation (GDPR), and pinglak.com acts as a Processor, Customer agrees to execute a separate Data Processing Addendum.
The terms of this addendum are available at GDPR Policy Link and shall control over conflicting terms in this Agreement.
Failure to comply constitutes a material breach of this Agreement.
3.
Customer's Responsibility for Personal Data: Customer is responsible for ensuring that the treatment of Personal Data complies with this Agreement and all applicable laws.
Customer represents that it has obtained all necessary consents and approvals for the use and disclosure of Personal Data.
4.
Breach Notification: In case of a Breach of Personal Data, Customer agrees to immediately notify pinglak.com and will cooperate in responding to the Breach.
5.
No Backup Obligation: pinglak.com is not obligated to backup any Personal Data, and such data may be deleted at any time.
6.
License Grant for Personal Data: Customer grants pinglak.com a perpetual, nonexclusive, worldwide license to process Personal Data on behalf of the Customer.
This license extends to any third-party providers with which pinglak.com has an agreement requiring the sharing of Personal Data.